The Inferiority Complex
by I.Am.Molly
Summary: Leonard and Penny are going to Caltechs annual staff party, and it is bringing out all of Penny's insecurities once again. Short story set in season 6, R&R and I hope you enjoy it :)
1. Chapter 1

**This is just a short story, it was supposed to be a one shot but, as usually seems to happen with me, it became too long. I think there will only be two parts, but there could be three, I haven't written the rest yet so I'm not sure. **

**This takes place sometime at the second half of season 6, I hope you enjoy what I have down so far and I will try to update as soon as possible :)**

Penny left her bedroom in a gorgeous, figure hugging dark red dress, with her long blonde hair in soft, wavy curls framing her face. "How do I look?" She nervously asked Leonard, who was standing at the kitchen in dark blue suit pants, a white shirt and coral tie.

Leonard turned around to face her from the kitchen, immediately spotting her nervous demeanour and becoming slightly worried. Penny often asked how she looked before they would leave on a night out, but she never asked it in the manner she was now. She would usually ask cheerfully, knowing that she looked pretty good and was just looking for some confirmation, but this time was different. It was like she really wasn't sure if she looked good enough to go out or not and Leonard wondered how she could look in the mirror right now and think she looked anything other than perfect.

"You look incredible." Leonard said as he walked over to her.

Penny brushed down her dress and looked at him with a frown, "Really?"

"Yes, of course you do." He said as he put his hands around her waist. "What's going on?"

"What do you mean?" Penny asked as she put her hands on his chest and began to play with his tie.

"I don't know you seem… nervous or… worried." He said as he put a strand of her hair behind her ear. "Do you not want to go tonight?"

Tonight they were going to Caltech's annual staff party and everyone that worked in Leonard's department would be there. Penny looked her cute little nerd in the eyes and smiled, he always did know when something was bothering her and she was stupid to think he wouldn't notice. She couldn't tell him what was on her mind though, because he would probably insist they stayed home, and she didn't want him to be the only one among his friends that didn't go, especially just because of her and her insecurities.

"No, I do want to go." She said trying her best to reassure him. "I'm fine." She gave him a sweet smile and a quick kiss.

"Okay." Leonard said, still not confident that she was telling the truth, but letting it go because she obviously didn't want to talk about it.

Leonard put on his dark blue suit blazer, fixed his tie and then they both headed out of the apartment, with Penny holding tightly on to his arm.

Penny was unusually quiet on the car ride to the party that was being held in one of the halls at the university. The closer she got, the more nervous she became. She tried to shrug it off and tell herself she was being silly, yet those nerves still ate at her. There was a couple of reasons why she felt like this; she was going to be meeting all these super smart people that Leonard worked with, and she was scared that she wasn't going to be able to join in any conversation that they had, and end up looking stupid. They would no doubt ask her about her career, and what would she say? 'I'm an actress that hasn't had a decent acting job since my haemorrhoid commercial. I work full time at The Cheesecake Factory and do one class at the community college.' It was hardly impressive considering what they all done for a living. But the main reason for her worry, the one that made her insecure about how she looked that night, so much so that she had to change four times before deciding on an outfit and made her even more nervous about sounding stupid that night, was Alex. She was Sheldon's assistant, and Penny knew she had been, and probably still was, interested in Leonard and she was going to be there tonight.

She had only met her once and it was brief, however she had heard plenty about her. She was a sweet and pretty girl, smart too. That was the worst part, she was smart. Penny knew she could compete with this girl on a physical level. She could dress herself up and look just as good, if not better than her, but the brains? Alex would win that race hands down, each and every time. That was what worried her, what if tonight Leonard realized that Alex was better suited to him than her. What if tonight, as she struggled to keep up with the conversations of the smart people while Alex chatted away like it was nothing, he realized that he wanted his girlfriend to have brains, as well as beauty? What if she flirted with him, right in front of her and said things to him that she wouldn't understand? Alex could easily belittle her, make her feel small and stupid, and Penny probably wouldn't even realize she was doing it.

"We're here." Leonard said with a smile as he parked his car. Penny tried her best to smile back at him, but her worry wouldn't let that smile shine like it usually would. "Are you sure you're okay? We don't have to go if you don't want to." He took a hold of her hands and looked into her eyes to let her know he was sincere. He had no idea what was bothering her, but something was and he didn't want her to feel uncomfortable at this party.

Penny stared back at him for a second, wondering if she should tell him the truth; that she didn't want to go because she was scared of feeling inferior to all the other people there, especially Alex. She decided against it though, he deserved to have a good night, and she didn't want to ruin it with her insecurities. Penny knew Leonard thought she was over these insecurities, after the last time Alex had asked him out and she bought a pair of geeky glasses to make herself feel smart, but although those feelings left her for a few hours, as soon as those glasses were off, she was just back to being regular Penny that had an IQ that was, most likely, miles beneath his.

She would often find herself worrying about whether Alex was joining him and the guys at their lunch break, getting closer to Leonard in the process. She could be visiting his lab, under the pretence it was just a friendly visit, and Leonard, unsuspecting, naïve Leonard, probably wouldn't even realize what she was really doing. Sometimes those thoughts went into overdrive, and she would wonder what Leonard would do if Alex came on to him, and not in the subtle way she has in the past. What if she tried to kiss him, would he kiss her back? She trusted Leonard, but she didn't trust her and she wondered if Leonard would really be able to control himself if she seduced him. He had tried cheating in the past, albeit not to her, but still, he had tried.

Penny quickly shook the thoughts out of her mind, Leonard wouldn't do that to her, he loved her. "I'm fine. I guess I'm just a little nervous about meeting all your colleagues, that's all." It wasn't exactly a lie; that was part of the reason she was nervous, she just hoped he took what she had said as the whole truth, and didn't push her for anything more.

Leonard searched her face and from what he could tell, that was all that was bothering her. "You don't need to be nervous, you will be fine, they will all love you. I'm sure of it." He gave her a classic big 'Leonard' smile and kissed her, hoping that his words had been enough to squash her fears, but they weren't.

They left the car and headed to the University doors, Penny held tightly on to his arm the whole way there, almost afraid to let him go, in case Alex swooped in and took him off of her. It was unreasonable and irrational, but still, she couldn't let him go.

They headed straight to the bar. Penny ordered a glass of wine, while Leonard asked for a beer. They took their drinks and began to walk around the room, spotting their friends in various spots talking to other professors and giving them a quick wave. Penny searched the room for Alex, hoping that she wasn't here and had decided not to come and as she was scanning the room, someone came over to Leonard. He was a fairly tall, skinny man with huge round glasses and balding hair, looked to be in his mid-fifties.

"Hello, Dr. Stephens." Leonard said as he reached his hand out.

"Dr. Hofstadter." He said with a nod as he shook his hand. "And who is this lovely lady?" He said as he turned to Penny.

_Crap._ This was what she had been dreading. What was he going to say to her? What was she going to say to him?

"This is my girlfriend, Penny." Leonard said with a fantastic grin on his face.

Penny couldn't help but smile at his enthusiasm, maybe she was wrong after all; maybe she didn't need to be so worried about Alex. "Hi." She said shaking his hand. "Nice to meet you."

"Lovely to meet you too." He replied. They then got into a small conversation as Dr. Stephens asked them how they had met, how long they had been together and informed them on what a lovely couple they made. Penny liked Dr. Stephens, he was very polite although he had a stern looking face. Penny likened to him to one of the teachers at her college, a fairly friendly guy, one who you generally couldn't find a bad word to say about, but if you got on the wrong side of him, he would definitely give you a good telling off.

The three of them chatted for a good few minutes and just as Penny found herself beginning to relax, he asked her what she had been dreading.

"So, what do you do for a living Penny?" He asked her with a sweet smile, unbeknownst to the fear that question hit her with. But Leonard saw it. Leonard saw the fear and he immediately jumped to her rescue.

"She's an actress." He said with a grin. "She has been in a few plays and commercials and occasionally works at a restaurant, just to keep on top of the bills as acting can be fairly unreliable." Leonard turned to her and smiled, then looked back at Dr. Stephens. "She is also currently doing a class at college, studying history."

Penny looked at him, completely dumbfounded that he had just answered the question she had been dreading, with such happiness, like he was proud of her and what she done, even although there wasn't really much for him to be proud of. She had to hold back tears.

"Sorry," He said turning to her. "I didn't give you a chance to answer," He giggled and looked towards the professor. "I'm just very proud of her, she's a wonderful woman." He said as he took a hold of her hand, squeezed it and gave it a quick kiss.

Penny felt those tears well up in her eyes and struggled to keep them at bay. What had she done to deserve someone as wonderful as Leonard? He took her failing career and dead end job and managed to put them together in a way that didn't make her look like a failure. He was proud of her, she really couldn't understand why, but he was. "Excuse me," Penny said through the lump in her throat. "I need to go to the ladies room, I'll be right back." Penny quickly turned before her tears fell and headed to the bathroom.

Leonard wasn't quite sure what had just happened, he wanted to go after her and find out if she was okay, but before he knew it she was in the ladies room and there was no way he was going in there. Leonard turned back to Dr. Stephens and continued his conversation with him and after a few minutes, he felt a tap on his shoulder that he assumed was Penny. He turned around with a smile, ready to ask her if she was alright, when his eyes met a blue eyed brunette with a sparkling smile.

"Hey Leonard." Alex said. "How are you?"

"Oh, hey Alex." He said still slightly in shock that she wasn't who he was expecting. He quickly got over that shock though, and introduced Alex to Dr. Stephens.

Penny left the ladies room after quickly splashing her face with water and re-applying her make-up. She was refreshed and already feeling better about the whole situation. Leonard loved and adored her and she knew it. She had no reason to doubt his loyalty to her, and even if she did, even if Alex did try and pry her man away from her, there was no way she was going to take it lying down. She was from Nebraska after all and Nebraskans fought, they didn't sit and cry in the corner. She didn't have to be insecure, and even if she was she wasn't going to show it, but as much as she told herself that, as soon as she began to make her way through the crowd and her eyes met the sight of Leonard, Alex and Dr. Stephens, talking, smiling and laughing away, her stomach fell. She had let go of him for no more than five minutes, and Alex had already found her way into her space. _That bitch._ She thought as she ran her hands through her hair. There was no way she was going to let this happen, Leonard was hers and Alex wasn't getting him.


	2. Chapter 2

**Just finished and immediately uploaded, did you really expect anything less? haha please enjoy and let me know your thoughts :) **

Penny stood still for a few seconds as she tried to calm herself down. She didn't want to go over to them like a raging bull, after all Alex hadn't really done anything wrong. All she was doing was talking to him. Penny took a few deep breaths and began to walk towards them, feeling her heart beat a little faster with every step she took. It was confusing for her, she had never really felt this intimidated by someone before, but she had no intention of letting Alex know how she felt. Alex wasn't going to have any idea how much her friendship with Leonard bothered her, but she was certainly going to know that he was hers. Penny straightened her shoulders and held her head up high as she walked over to the giggling group.

Leonard spotted Penny from the corner of his eye and turned around. For a second his mind wondered if she would have a problem with Alex being there, after what had happened in the past that resulted in him being called into Human Resources. She had seemed to get over whatever insecurities she had though, so he hoped she wouldn't be too bothered about him talking to her. He liked Alex, and although there had been a few awkward moments after she had asked him out, they had managed to get past it and become friends. He saw quite a bit of her because of Sheldon, and he didn't want every encounter between them to be awkward, so he made an effort to make sure she felt welcome in their group and had even invited her to sit with him and the guys at lunch, much to Sheldon's dismay. Leonard smiled at Penny, and was glad when she smiled back at him, she didn't seem to be bothered about Alex's presence, and whatever was bothering her earlier on, seemed to be gone.

Once Penny was close enough, she reached out and took a hold of his arm as she stepped in between him and Alex, and gave him a quick kiss. She then looked over towards Alex and gave her a smile that she hoped didn't come across as too fake. "Hi, Alex is it?" She said as she reached her hand out to her.

Alex was a little taken back, she had only met Penny once, and that was a good while ago. She wondered if she knew about her misjudged advance on Leonard, but figured that she couldn't have, because she wouldn't have been quite as friendly towards her if she had. Alex sort of accepted that what she had done was a mistake, but she couldn't help it, Leonard had a certain presence, a sweet innocence about him that just made him quite adorable, and even now she would find herself flirting with him even when she didn't realize she was doing it. She was glad that the both of them had managed to get over the awkward moments after what had happened and she was beginning to think of him as a good friend, and hoped he felt the same way about her. He was one of the few relatively normal people in that University and she really cherished the friendship that was blooming between them. She also knew that Penny was a huge part of his life, and that if she wanted to continue to be friends with Leonard she had to gain some sort of a good rapport with Penny too.

"Hey, yeah. Nice to see you again Penny." Alex said with a smile as she shook her hand, then turned to the side and began to talk to Dr. Stephens again.

"Is everything okay?" Leonard asked Penny quietly.

Penny smiled and put a hand to his face, "Everything's fine." She said back and then gave him a kiss.

"So Leonard, how are your latest experiments going?" Dr. Stephens asked.

Leonard removed his attention from Penny and began to chat away to Dr. Stephens about his latest project, with Alex occasionally adding her own thoughts on what he was doing. Penny enjoyed watching Leonard talk about his work, but she hated the fact she couldn't understand a word of it, especially when she was surrounded by people that did. She watched him intently while keeping her arm intertwined with his, and then both Dr. Stephens and Alex burst out laughing. Penny looked to Leonard and then to Alex and it became obvious that he had just made some sort of joke that she didn't understand. She tried her best to give a quick laugh, but she knew herself it was too late and everyone there knew she had no idea what she was laughing at.

"You are so funny Leonard." Alex said through giggles and Leonard blushed slightly.

_Is she flirting with him?_ Penny thought as she watched Alex push her hair behind her ear as she giggled. _He's not _that_ funny, she must be flirting with him! Right in front of me!_ Penny frowned slightly, she didn't like where this was going, she was out of her comfort zone and Alex was winning. She may not even realize it was a competition, but she was still winning. She may have Leonard on her arm, but Alex was laughing at his jokes and talking to him about his work and what was she doing? All she was doing was standing with him looking pretty, like some sort of trophy. Surely she was more than that. She looked around the room and spotted their friends at a table and smiled, she really wanted to get over there with them so she could relax among the people who knew her best. She waited for a break in the confusing conversation between the three people around her and said to Leonard, "The guys are over there, how about we go get a drink and sit down?"

"Yeah that's a good idea. Would you like to join us?" Leonard said to both Dr. Stephens and Alex.

"Oh, no, I should get back to my wife!" Dr. Stephens said with a grin and a chuckle. "It was lovely to meet you Penny and you, Alex. And Leonard, I'm sure I will see you around." He said before shaking everyone's hand again. Leonard, Penny and Alex said their goodbyes to him and he walked off.

"Alex?" Leonard said when Dr. Stephens had gone. "Do you want to join us? You are more than welcome."

_Is she?_ Penny thought. _'More than welcome'. What the hell does that mean?_

"Yeah alright." She said with a smile.

Penny tried to hide her disappointment with a smile as she gripped Leonard's arm tighter and they began to walk towards the rectangle table where all their friends were sitting. Leonard sat down beside Sheldon, and Penny sat on the next seat beside Leonard, while Alex sat across from them with Raj on one side of her and Bernadette on the other. Both Amy and Bernadette gave Penny a questioning look, wondering how they should act towards Alex, not wanting to exclude Alex from the group, but also not wanting to be too nice to her in case Penny felt betrayed. Penny just gave them a smile and a nod, letting them know everything was fine.

Penny felt much more relaxed in the presence of her friends, in a place where she could join in the conversations, and show Alex that she wasn't just some dumb blonde. But then, what else did she have to offer? Alex was smart, and what was she? Nothing but a failed actress with a pretty face. No, she was more than that, she had to be, Leonard loved her for more than her looks, she just wasn't sure at this moment what those other things were. Penny was pulled from her thoughts by Leonard asking her if she wanted another glass of wine, which she happily accepted. He then offered Alex a glass, which she accepted also.

As the night went on, Penny watched as Alex loosened up around her friends. She watched her chat with Bernadette and Raj and noticed how everyone seemed to get on so well with her. She also spotted the slight glances she would send Leonards way. Some brief eye contact with a little smile that sent fury throughout Penny's bones and for a second she thought about Amy's idea of setting her cocaine addicted monkeys on her. Penny knew Leonard thought those looks meant nothing, but Penny knew better. She had given Leonard those looks in the past too, they were flirtatious, suggestive looks that Leonard was just too naïve to notice. Penny shuffled closer to Leonard and slid a hand up his back to rest on his shoulder, while the other clung to his arm, suddenly feeling the need to show Alex that he was taken and she shouldn't be giving him those looks.

Finally, the conversation turned to something that Penny actually had some sort of interest in; comic books. Penny perked up, and began to tell Alex about how she and the girls visited the comic book store and how they got into a discussion over Thor and his hammer. Alex looked confused and Penny couldn't help but smile. She had found something that Alex couldn't understand, finally giving her the feeling that she had earlier, as everyone got into a big discussion about comic books. It didn't last for long though and before she knew it Raj was asking Alex questions about working with Sheldon, and once again the focus was on her. She made jokes about how insane it was working for Sheldon, and everyone laughed, including Leonard, maybe a little too hard. She frowned at him slightly wondering if he was flirting back at her. He was grinning like a Cheshire cat as he talked and looked into her eyes. Listening intently to every word she had to say and Penny hated it. She began to gently rub his shoulder and stroke his arm, she wanted his attention to be on her, not Alex. He turned to her, looking a little confused as to why she was doing what she was doing, but she just gave him a smile and kissed him beside his ear.

Leonard couldn't understand why Penny was being so clingy. Part of him liked it, but he wasn't used to it, Penny wasn't the clingy type and it bothered him that all of a sudden she was all over him. She wasn't drunk, she had only had one and a half glasses of wine, so there had to be another reason, he just didn't know what it was. He gave her a questioning look, but she shrugged it off with a smile and a kiss like what she was doing was normal. Her chair was pushed up against his, so close that their legs were touching. Her hand squeezed his shoulder while the other one was running up and down his arm. The touch was turning him on, that he couldn't deny, but it also made him uncomfortable. They had never been the type of couple who showed huge amounts of affection in public. Sure they would kiss and cuddle, but they would never be all over each other like she was now, not unless she was wasted. They knew how much they cared for each other, and so did their friends, so there was no need for them to act like love struck teenagers. It was extremely confusing for him, but he tried to let it go, tried not to overthink it too much. But then she ran her leg up against his and it became too much for him. He turned to face her, with a face full of confusion and quietly said, "Penny, what are you doing?"

Penny looked at him innocently, "Nothing." She said quietly before moving her hand to stroke his thigh, slowly going upwards from his knee.

Leonard's heart rate quickened and he was sure his face had turned red, "Penny." Leonard said firmly under his breath and he slightly pulled his leg away from her, looking questioningly into her eyes.

Penny was a little surprised at the reaction she was getting, she had thought he would enjoy it. It made her wonder if it was because Alex was there that he wanted her to stop. Maybe he wanted her to keep her distance from him because he wanted to talk to Alex about all the intelligent things he couldn't talk to her about. Her stomach fell, she didn't know what else to do to keep his attention on her, she felt like all she had was beauty and he wasn't even bothered with it. She removed her hands from him and pulled back. Maybe she shouldn't have gone tonight, maybe she should have left Leonard to go alone and enjoy his night with all the clever people without her getting in the way. She grabbed her purse and got up. She wasn't angry, she was hurt and embarrassed. She was practically throwing herself at him, and he was acting like he didn't want her, maybe because he wanted Alex. She couldn't blame him really because she couldn't think of a single thing she had that Alex didn't.

Leonard watched Penny get up and walk away from the table. Everyone looked to him for a reason for her abrupt departure, but all he could give them was a shake of the head and a shrug that told them he didn't know. He got up from his seat and followed her out of the party and into the corridor.

"Penny!" He shouted when he spotted her about to walk out the entrance to the building. He ran up to her and took a hold of her arm to stop her. "Penny what is going on with you tonight?"

Penny stopped and turned around to face him. "Nothing, I'm fine okay? Just go back into the party and enjoy your night, I won't hold you back anymore." She said before pulling her arm from him.

"What are you talking about? Hold me back from what?"

"From your interesting conversations with the smart people!" Penny said. "And Alex. I'm sure you can't _wait_ to get back to her!" Penny's voice had become louder and angrier than she had wanted it too.

Leonard shook his head, finally realizing what all this had been about. "Is this what all that was about? Alex?"

"What?"

"All the touching and stuff, was that for Alex's benefit?"

"No!" Penny said loudly, although she knew she was lying. "I'm sorry but I didn't realize touching my boyfriend wasn't allowed! Or maybe it is, just as long as it isn't in front of the _amazing_ Alex, where it can get in the way of all the flirty looks that you two were sharing!" Penny could feel her heartbeat racing and her hands were beginning to shake with anger. She was being quite unreasonable, she knew that if she calmed down and thought things over she would see that, but she was too far gone now, she couldn't back down.

"Penny don't be stupid, there was no flirty looks!" Leonard said, before immediately regretting his choice of words because he knew how she would take it.

"Oh great so you _do_ think I'm stupid?!"

"What? No, that's not what I meant!"

Penny scoffed and turned away, "Forget it Leonard, I'm going home, enjoy the rest of your night."

"Penny wait, don't do this, you're overreacting!" Penny continued to walk away from her and Leonard jogged so he could catch up to her. "Look at least let me take you home."

"No."

"Penny!" He said loudly as she continued to walk away from him.

"No, Leonard. Just leave me alone."

"For God's sake Penny will you stop being so damn stubborn and let me take you home!" Leonard barked.

"Oh! Isn't that just great, let's add that to my list of faults! What do we have so far? Stupid, stubborn, anything else you want to add?!"

Leonard closed his eyes, sighed and rubbed his forehead. "Will you stop?"

"Just go back to the party Leonard." Penny said turning away.

"I'm not going back in there now, not after all of this. You may as well let me take you home."

Penny sighed and then took a deep, shaky breath. "Fine."


	3. Chapter 3

The car ride was silent and uncomfortable. Neither of them wanted to speak because they knew it would just start an argument. Leonard wanted to ask her what was going on in her head. Why she suddenly thought she wasn't good enough for him. He had told her plenty of times that he didn't care about how smart she was, because she wasn't stupid like she thought she was. Yes, she wasn't as smart as him, or the rest of the group, but she was far from stupid. There was no point in trying to explain that to her now though, she was angry, so she would take his words and twist them, just to continue the argument.

A million thoughts ran through Penny's mind, and none of them were good. She thought about Alex, about the connection she shared with Leonard. She thought about their argument, about feeling stupid and like she just wasn't good enough. She loved Leonard, but she hated the insecurity that that love brought. On days like this, when she felt down, she wondered what on earth he was doing with her. She was pretty, something good to look at, but that was it; that was all she could think of. That thought upset her, so much that she felt on the verge of tears and it angered her. She didn't want to cry, she didn't want to be upset. She was sick of feeling this way, sick of feeling like she wasn't good enough. She couldn't understand how someone she loved so much could make her feel like this. It wasn't even his fault, he was an amazing boyfriend. It was her fault, it was all in her head, but she couldn't stop it. Her mind was overthinking absolutely everything and it was driving her crazy. She knew she should tell him about her fears and insecurities, because he would make her feel a little better about them, just like he had the last time, but she couldn't, not tonight, not now. She was too emotional, too upset and it would just escalate into another argument, and it would be her fault.

They arrived at their apartment building, and walked up the stairs in complete silence. They entered their apartments without as much as a goodbye. It was cold, and it hurt, for the both of them, but her stubbornness wouldn't let her back down, and he couldn't talk to her because he knew they would end up fighting. He figured it was best to let her simmer down, let her anger ease off and he would talk to her in the morning when, hopefully, she would be a little more rational.

The both of them lay in bed, wide awake staring at the ceiling. They were both still full of adrenaline from their argument and that kept them awake. They were sad and hurt and neither of them wanted to go to sleep, they didn't want to end their day like this, they didn't want to go to sleep mad at each other, but stubbornness got in the way. They both fought the urge to pick up their phone and call the other, until the urge became too strong for one of them.

Penny's heart leapt when she heard her phone buzz. She knew it was him; it was too late at night to be anyone else. She read the text that consisted of three small words.

_Are you awake?_

Penny smiled and sent back a simple text with only one word.

_Yes._

Penny sat up in her bed, and then headed out into the living area to sit on the sofa. She knew he would come over, at least she hoped he would. She wasn't sure how things were going to go, she still had a good bit of anger inside of her which she knew would come to the surface, but she had to face him.

Moments later, as she had expected, she heard him opening her door with the key she had given him and slowly open it. He walked in with his robe and slippers on and Penny smiled a little at the sheer cuteness of it.

Leonard closed the door behind him and shuffled over to the sofa to sit beside her. He didn't know what he was going to say, so he just said nothing for a few moments letting the silence fill the air.

"Penny, what happened tonight?" Leonard eventually asked quietly with hurt dripping from his tone.

Penny turned to face him, unsure of what to say because she wasn't sure she could explain it. She shook her head as tears began to fill up her eyes.

Leonard sighed in frustration, "Penny, talk to me. Please. I can't help you feel better if you don't tell me what's going on…" He waited a few moments, but silence was all he got from her. "Is all of this just because of Alex?"

Penny's eyes shot up to him and he knew then that it was. She sighed, and then looked down at her hands. "Kind of." She said quietly. "You like her don't you."

"Yes. I do like her, as a friend." Leonard said honestly.

"Do you want to be with her?" Penny asked still looking down at her hands.

"No. I want to be with you, you know that."

"Do you?" She looked back up at him. "Do you really? Because tonight you two seemed to get on _really_ well. She likes you Leonard, as more than a friend, I can tell." Tears began to fall from her eyes, "It's only a matter of time before you realize that she is better than me and she is going to try it on with you and then what? You will leave me, and you will go with her." She said through her sobs.

"Penny that is crazy." Leonard said as softly as he could. "That is never going to happen, I love you." He reached a hand out to touch her arm, but she pulled away and stood up.

"Is it crazy though?" She said as she paced the floor, while her heart began to race and all those horrible thoughts she had been thinking all day began to boil up. "I don't think it is. She is better for you Leonard, she does the same kind of thing as you, she works in the same building as you. I bet she comes to visit you and I wouldn't be surprised if she has already tried to kiss you." Penny stopped pacing and looked at Leonard. "Has she? Have you?" She was becoming hysterical, letting her insecure thoughts take over her rational ones, but she couldn't help it, they were boiling over and spilling out and there was no way to stop it.

"What? Have I what?" Leonard said becoming slightly confused amidst her outbursts.

"Have you kissed her?"

Leonard's jaw dropped in shock, "No! Come on Penny you know I would never cheat on you!"

"Really? It's not exactly unreasonable, you have tried it before."

"What?! When?!"

"Remember, with Priya?" Penny said and Leonard's face fell. "Yeah, see you do know what I'm talking about. You loved her, you told me that you thought you two might get married someday, and yet you _still_ wanted to cheat on her. So what makes me any different? Why wouldn't you want to cheat on me?" Penny was talking fast, barely letting him answer one question before she would jump out with another one. "You said you wanted to be that type of guy, do you still want to be that type of guy? Maybe Alex will come on to you at work, throw herself at you, and you would be powerless to stop it. Remember what you said about Dr…. Pluckton?" She said with a frown unsure if she had gotten the name right, but going with it anyway. "Do you? You said that you slept with her because she _let_ you. What if Alex _let_ you? Would you sleep with her too?" Penny stopped and looked at him. Her hands were shaking along with much the rest of her body. She hadn't really thought about anything she had said, she just said the first thought that came into her mind and she was already regretting it.

Leonard stared at her in complete shock. He couldn't believe that she would think he would do something like that to her. Those words he had said to her were true, he had said them in the past, but she just wasn't putting them into context. She was just throwing them out, forgetting about the story behind them. He was about to speak up and defend himself, but she headed for the bedroom, slamming the door behind her.

Leonard got up and followed her, opening the bedroom door to her crying into her pillow. He wasn't sure what to do, he was sure if he touched her she would pull away like she had earlier, so he just sat on the edge of the bed beside her. "Penny, listen to me." He said softly as he looked down at his hands. "I know I said those things before, but it was different back then,_ I_ was different back then. What happened with Priya…" He shifted his weight and sighed. "That would never happen with you. The only reason it _did_ happen, was because I was lonely. My girlfriend was miles away in a different country, and you… Well, you and I weren't quite the same as we used to be. I missed you, and I missed her and Alice gave me some comfort. The only reason I even _thought_ about cheating on Priya was because I needed the intimacy, and even then I only managed a kiss." Leonard stopped talking and shifted his body so he was facing her. She still had her face in the pillow, but her sobbing had stopped and she seemed to be listening to him. "Honey it wouldn't even get that far with you. The thought wouldn't, _hasn't _ever crossed my mind and it never will. I would never do anything, anything at all that would damage our relationship. I love you Penny, too much to let something like that happen."

Penny turned her face so that she could look at him, "But why?"

"Why what?" He said with a frown.

"Why do you love me that much? Look at me, I'm a crumbling mess. You shouldn't be with someone like me Leonard, you should be with someone smart like you… like Alex, so why aren't you? Why are you still here with me?"

Leonard gave her a small smile and shook his head slightly, "Oh, Penny." He said as he reached out and touched her hair. "You want to know why I am with someone like you and not Alex? It's _because_ you are so different to me." Penny frowned at him and turned around completely, as Leonard moved further up the bed, closer to her. "Sure, Alex likes a lot of the same stuff I do, she knows about what I do and she likes going to all of the science lectures and stuff, but you don't, and I love that. Think of all things we have done together, I took you to see that documentary at the cinema, that you hated, and I took you shooting, and got shot." He said with a chuckle. "I like that we take each other to do different stuff, it makes it interesting. I mean, how boring would it be if I had someone just like me? I wouldn't do anything different. And the fact that you have no idea about my work, means that you can visit my lab and I can explain it to you." He said with a grin, Penny grinned too, knowing what he meant, but still seemed unconvinced.

"I don't want to spend my life with someone that is just like me." He continued. "I want you. You counteract all of my weird, nerdy ways, and well, I balance the scales on the IQ front. I'm not saying you are dumb, so don't jump down my throat." He said with a smile, "You are smarter than you give yourself credit for… We are kind of perfect for each other; we balance each other out perfectly." Leonard moved from his position and made his way up the bed so he was sitting on the side of the bed he usually slept at, with his back against the headboard.

Penny smiled and sat up too, wiping the tears away from her eyes as she crossed her legs. "You really think so?"

Leonard nodded. "Yeah. I have never wanted to spend my life with someone that had a mind like mine, you know that had an academic brain, because, well, both of my parents were like that. I want my children to have the best of both worlds. Me, I will be able to teach them about all sorts of brainy stuff and help them with their homework, and you," He said turning to her, "You could do the rest," He chuckled. "You will be able to do all the manly stuff, like teach them how to fish and throw a ball. You will need to teach them how to stand up for themselves, because I intend to teach them all about Star Wars and Star Trek, so they are going to be just as nerdy as me." Leonard giggled again then reached out and took a hold of Penny's hand, not even registering that this was the first time he had even spoken about having children in front of her, and that he was putting her in the role of their mother, but it didn't go unnoticed by Penny.

"You think about that kind of stuff?" Penny said quietly.

Leonard then realized what he had said, and thought over his next words carefully. He wondered if he should tell her the truth; that ever since their first meeting, ever since that first 'hey' in the hallway, he had pictured her having his children. 'Smart and beautiful', although 'imaginary' in Sheldon's eyes, but ever so close to becoming reality one day. But then again, maybe he could tell her. He had talked about having children with her, and she hadn't yet gone running out the door, freaking out over him talking about their future together, and that spoke volumes at how much she had matured. He didn't want to push it though, for all he knew telling her he had had these thoughts for years would be the thing to send her over the edge and send her running out that door.

Leonard just smiled, shrugged his shoulders and said, "I'm a scientist, I think about everything."

Penny almost panicked, children were a long way away in her mind, but the panic faded, because she realized he wanted to have his children with _her_. Not with Alex, or anyone like her. He didn't want to be with someone who was super smart; he wanted to be with _her_. This amazing man, with an amazing mind, by some crazy stroke of luck wanted to spend his life and create his family with her, normal, average Penny. It baffled her, but then maybe it always would and it was just something she would have to accept.

"Penny, I want my children to have a warm, caring, loving mother, and you suit that role perfectly." He continued, giving her hand a kiss as he spoke. He knew saying these things might scare her, but he needed to tell her that he didn't care about how smart she was, because that wasn't what mattered to him. "You are strong and independent. You are sweet, and believe it or not, I love that you are so stubborn. It shows you are willing to stand up for what you believe in, that you won't back down when you're back is against the wall, and that is something I want you to teach to our kids. They will be smart and nerdy like me, and beautiful and confident, like you."

Penny smiled and reached her hand up to his cheek. "You are so sweet." She gave him a kiss and then rested her head against his shoulder. "I'm sorry I got so crazy and ruined your night." She said quietly. "I just… It's weird being around all of those really smart people, it's just completely out of my comfort zone and it freaks me out. Especially when someone like Alex is there who, you know, seems much better for you than me."

"I understand." He said with a nod, as he put his arm around her. "I know how it feels to think you aren't good enough, but you are. You might not think you are sometimes, but trust me there is no one in this world I want to be with more than you." Leonard began to rub her arm and squeeze her shoulder. "And you didn't ruin my night, it could have gone better." He said with a giggle, "But you didn't ruin it, what would have ruined it would be if you hadn't told me all of this, leaving me with no idea what was going on in your head." Leonard looked down and pulled up her chin so that she was facing him. "I love you Penny." He said with a smile.

"I love you too." She said quietly.

"Good," Leonard smiled, "So can we stop all this fighting now and go to sleep?"

Penny nodded and was about to give him a kiss when she stopped a few inches from his face. "Wait, I just have one more question. You said children right? Plural? As in, more than one?"

"Yeah." He said with a grin.

Penny frowned a little, "How many are we talking?"

Leonard chuckled and moved in to kiss her gently on the lips, "I was thinking we start off with two," He said when he pulled away, "and then see where to go from there."

"Okay," Penny giggled then bit the inside of her lip, "But you can't turn them _all_ into nerds."

* * *

**Alright that's all for this story I think. I know it seems kind of short, but it was originally supposed to be a one shot, so it's actually pretty long! :P I will be back though with another story pretty soon. I have started writing it already but I am going to wait a little while before beginning to upload it, well as long as I can hold myself off! The story is all about Leonard leaving and I really would like it to tie in with the show, as in have the chapters before he leaves, up before the final episode and the ones where he is gone, after it. But we will have to see how that works out because i'm sure you have all realized by now that as soon as I write something, I find it hard not to upload it right away!**

**Anyway, goodbye for now :) **


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